Case Summary: Case C-101 08 Audiolux SA ea v Groupe Bruxelles Lambert SA (GBL) and Others and Bertelsmann AG and Others [2009] ECR I-9823

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Legal Principles and Key Points

• In the case of Case C-101 08 Audiolux SA ea v Groupe Bruxelles Lambert SA (GBL) and Others and Bertelsmann AG and Others [2009] ECR I-9823, the European Court of Justice ruled on whether shareholders can be protected by EU courts or whether it’s up to national legislation.
• This case is about company law, shareholders and equal treatment.

Facts of the Case

• C and D are both shareholders. C contested D’s exchange of shares arguing that it was completed when both parties were held to different standards.
• However, in Luxembourg, there are no protections for minority shareholders under company law.

Issues

• Does Community law protect minority shareholders against dominant shareholders?
• Does Community law apply to majority shareholders exercising or acquiring control of a company?

Held by European Court of Justice

• C’s claim dismissed – the principle of equality does not apply to the types of protection minority shareholders could potentially receive and cases like this lack legislative measures.

Advocate General Trstenjak

Community law principles

• The case heavily relied on the equal treatment case of C-127/07 Societe Arcelor Atlantique et Lorraine v Premier Ministre [2008] E.C.R. I-9895. The judge cited this case and held “according to settled case law, the general principle of equal treatment requires that comparable situations must not be treated differently and different situations must not be treated in the same way unless such treatment is objectively justified”.
• “It must be observed, first of all, that the mere fact that secondary Community legislation lays down certain provisions relating to the protection of minority shareholders is not sufficient in itself to establish the existence of a general principle of Community law, in particular if the scope of those provisions is limited to rights which are well defined and certain.”
• “The general principles of Community law have constitutional status while the principle proposed by Audiolux is characterised by a degree of detail requiring legislation to be drafted and enacted at Community level by a measure of secondary Community law. Therefore, the principle proposed by Audiolux cannot be regarded as an independent general principle of Community law.”